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Result of the Nampak rights offer and directors’ dealings

Published: 2023-09-26 12:50:35 ET
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NAMPAK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/008070/06)
Ordinary Share Code: NPK
Ordinary share ISIN: ZAE000322095
6.0% Preference Share Code: NPKP ISIN: ZAE000004958
6.5% Preference Share Code: NPP1 ISIN: ZAE000004966
LEI: 3789003820EC27C76729
(“Nampak” or the “Company”)


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION.


RESULT OF THE NAMPAK RIGHTS OFFER AND DIRECTORS’ DEALINGS


Unless otherwise stated, capitalised terms used in this announcement have the same meaning given
in the Rights Offer Circular made available on Nampak’s website (www.nampak.co.za) on Monday,
4 September 2023.


INTRODUCTION


Shareholders are referred to the declaration and finalisation announcements published on the Stock
Exchange News Service ("SENS") on Tuesday, 29 August 2023 and Thursday, 31 August 2023,
respectively, wherein Shareholders were advised of, inter alia, Nampak’s intention to raise
ZAR 1.0 billion by way of a partially underwritten renounceable rights offer to Qualifying Shareholders
(the "Rights Offer") of 5 714 286 renounceable Rights at a subscription price of R175.00 per Ordinary
Share in the Company ("Rights Offer Shares") in the ratio of 2.20902 Rights Offer Shares for every
1 Ordinary Share held on Friday, 8 September 2023, being the record date for the Rights Offer.


Nampak is pleased to announce that it has successfully raised a total amount of ZAR 1.0 billion
pursuant to the Rights Offer. As a result of subscriptions from Shareholders and subscriptions
pursuant to excess applications, gross demand equated to more than 138% of the available Rights
Offer Shares.




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RESULTS OF THE RIGHTS OFFER


The Rights Offer closed at 12:00 on Friday, 22 September 2023. The table below sets out the results
of the Rights Offer.


                                                         Number of Rights             Percentage of
                                                               Offer Shares    Rights Offer Shares
                                                                                                  (%)
 Rights Offer Shares available for subscription                   5 714 286                   100.00
 Rights Offer Shares subscribed for (excluding                    5 147 151                    90.08
 excess applications) (“Normal Take-up”)
 Excess applications for Rights Offer Shares                      2 774 306                    48.55
 received
 Total Rights Offer Shares subscribed for                         7 921 457                   138.63
 Rights Offer Shares issued pursuant to Normal
                                                                  5 147 151                    90.08
 Take-up
 Rights Offer Shares issued to Coronation Asset
 Management (Pty) Ltd (“Coronation”) pursuant to                    567 135                      9.92
 the Coronation Underwriting Agreement
 Rights     Offer   Shares   allocated   to   excess                       0                        0
 applications
 Rights Offer Shares allocated to the Underwriters                         0                        0
 other than Coronation
 Total Rights Offer Shares issued                                 5 714 286                   100.00


ISSUE OF RIGHTS OFFER SHARES


Share certificates will be posted to Qualifying Shareholders (holding Certificated Shares) who followed
their Rights on or about Tuesday, 26 September 2023.


CSDP or Broker accounts of Qualifying Shareholders (holding Dematerialised Shares) who followed
their Rights will be credited with the Rights Offer Shares and debited with any payments due on
Tuesday, 26 September 2023.


EXCESS APPLICATIONS


Nampak received applications for 2 774 306 excess Rights Offer Shares of which none were allocated.
Excess applications made by Shareholders entitled to participate in the Rights Offer were only to be
allocated on 90% (ninety percent) of the Rights Offer Shares, being the Excess Allocation Portion. In
other words, excess applications by Shareholders were not permitted in respect of Rights Offer Shares
with an aggregate value of R100 000 000 (one hundred million Rand), which portion was to be made
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available to Coronation for subscription in terms of the Coronation Underwriting Agreement.
Accordingly, Coronation was allocated 567 135 Rights Offer Shares in terms of the Coronation
Underwriting Agreement.


Refund payments in respect of unsuccessful applications for excess Rights Offer Shares by Qualifying
Shareholders will be made to the relevant applicants on or about Thursday, 28 September 2023. No
interest will be paid on monies received in respect of unsuccessful applications.


DIRECTORS’ DEALINGS


As detailed in the Rights Offer Circular, all of the Directors followed their Rights in respect of their
current shareholdings. In addition, the following Director sold sufficient Rights to raise funds to
subscribe for Rights Offer Shares:


Name of Director:                               Glenn Fullerton
Date of transactions:                           19 September 2023
Class of securities:                            Letter of Allocation
Number of securities:                           20 637
Price per security:                             R49.6457
Lowest price per security:                      R49.00
Highest price per security:                     R50.25
Total value of transaction:                     R1 024 538.31
Nature of transaction:                          Sale of sufficient Rights to raise funds to
                                                subscribe for Rights Offer Shares (on market)
Nature and extent of director’s interest:       Direct beneficial
Clearance to deal received:                     Yes, as set out in paragraph 7.4.3.2 of the
                                                Rights Offer Circular


In compliance with paragraphs 3.63 to 3.66 of the Listings Requirements of the JSE Limited, the
Company hereby discloses the following information relating to dealings in securities of Nampak by a
Prescribed Officer of Nampak:


Name of Prescribed Officer:                     Quinton Swart
Date of transactions:                           13 September 2023
Class of securities:                            Letter of Allocation
Number of securities:                           14 854
Price per security:                             R40.42699
Lowest price per security:                      R40.00
Highest price per security:                     R42.00
Total value of transaction:                     R600 502.53


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Nature of transaction:                      Sale of Rights pursuant to the Rights Offer
                                            (on market)
Nature and extent of director’s interest:   Direct beneficial
Clearance to deal received:                 Obtained


Johannesburg
Tuesday, 26 September 2023


Lead Financial Advisor to the Company and Independent Corporate Advisor to the Board
PSG Capital


Joint Financial Advisors to the Company and Joint Transaction Sponsors
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
The Standard Bank of South Africa Limited


Legal Advisor to Nampak
Edward Nathan Sonnenbergs Inc.




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